exv10w10







	 	 	 	 	 



Exhibit 10.10




*Confidential Treatment Requested Under

17 C.F.R. §§ 200.80(b)(4) and 240.24b-2




THIRD AMENDMENT TO 

EXCLUSIVE DISTRIBUTION AGREEMENT 

BETWEEN 

AKORN, INC., AND 

MASSACHUSETTS BIOLOGICAL LABORATORIES 





     This Third Amendment (the “Third Amendment”) is entered into as of
August 1, 2008 (the “Effective Date”), by and between Massachusetts
Biologic Laboratories of the University of Massachusetts Medical School
(“MBL”) and Akorn, Inc. (“Akorn”) (each a “Party” and together the
“Parties”).



Recitals




     WHEREAS, MBL as manufacturer and Akorn as distributor entered into an Exclusive Distribution Agreement for Tetanus-Diphtheria
vaccine (“Td vaccine”) on March 22, 2007 (the “Exclusive Distribution
Agreement” or the “Agreement”);



     WHEREAS, by an Amendment with an effective date of July 3, 2008
(the “First Amendment”), and an Amendment with an effective date of July
30, 2008 (the “Second Amendment”), MBL and Akorn modified their
Exclusive Distribution Agreement for certain purposes (the “Modified
Exclusive Distribution Agreement” or the “Modified Agreement”); and



     WHEREAS, since the effective date of the Second Amendment,
circumstances have arisen that warrant a further amendment to the
Modified Exclusive Distribution Agreement;



     NOW, THEREFORE, the Parties agree to amend the Modified Exclusive
Distribution Agreement as follows:



Amendment





	1.	 	Consideration. The Parties agree that the consideration for this Third
Amendment consists of the mutual benefits arising from the modifications
set out below.
	 
	2.	 	Amendment to Section 2(a)(1)(2). Section 2(a)(1)(2) is hereby corrected
by deleting the Section in its entirety and replacing it with the following
language:






	 	2(a)(1)(2)	 	Delivery of Single Dose Vials to Akorn. MBL will make
available to Akorn for pickup [***...***] doses in single dose
vials (the “Replacement Doses”) in consideration of Akorn’s
timely payment of the first installment of the Year 1
Resolution Amount (as such term is defined in Section
2 (a)(3) (Akorn Resolution Payment) below). Of the





* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the
Securities and Exchange Commission.




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*Confidential Treatment Requested Under

17 C.F.R. §§ 200.80(b)(4) and 240.24b-2





Replacement Doses, Akorn will pick up [***...***]
doses on or before August 15, 2008, and the remainder
of the Replacement Doses on or before September 30, 2008. Dating for Replacement Doses will be no less
favorable than the dating for single dose vials distributed in Year 1 under Section 2(c) of the Modified Exclusive Distribution Agreement, i.e. no less than 12 months. Specifically, not more than [***...***] of the [***...***] Replacement
Doses to be delivered on August 15, 2008 will have an expiration date of April 15, 2010 and all remaining
Replacement Doses will have at least 20 months of dating.




	3.	 	Confidentiality. The Parties understand and agree that the terms and conditions of this Third Amendment are and shall at all times
remain confidential. Neither Party shall disclose the terms or conditions of this Amendment, except for required disclosures to: (a) tax advisors;
(b) attorneys; (c) accountants; or (d) if required to do so by law, regulatory authorities, or legal process.
	 
	4.	 	Effect of Amendment. Nothing in this Third Amendment is intended to
modify, alter, reduce or change the rights or obligations of Akorn
and MBL in the Modified Exclusive Distribution Agreement, except as
expressly
stated in this Third Amendment. In the event there is any
conflict between the terms of this Third Amendment and the terms
of the Modified Agreement, the terms of this Third Amendment shall
control.
	 
	5.	 	Continued Effectiveness. Unless specifically modified or amended by
the terms of this Third Amendment, all the terms, conditions,
liabilities and obligations of the Modified Exclusive Distribution Agreement shall
be and remain applicable, in effect, valid, and enforceable between
the parties and applicable to this Third Amendment; all in
accordance with the terms of the Modified Exclusive Distribution
Agreement.
	 
	6.	 	Additional Defined Terms. Capitalized terms used herein and not
otherwise defined shall have the meaning ascribed to such terms
in the Modified Exclusive Distribution Agreement.
	 
	7.	 	Execution in Counterparts. This Third Amendment may be
executed in one or more counterparts, each of which when so executed will be
deemed to be an original, and all such counterparts together will constitute but one and the same instrument.
	 
	 	 	In Witness Whereof, the Parties have caused this Amendment to
be executed by their duly authorized representatives.





* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the
Securities and Exchange Commission





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*Confidential Treatment Requested Under

17 C.F.R. §§ 200.80(b)(4) and 240.24b-2




	 	 	 	 	 	 	 	 	 
	Akorn, Inc.	 	Massachusetts Biologic	 	 
	 	 	 	 	Laboratories of the University of	 	 
	 	 	 	 	Massachusetts Medical School	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Arthur Przybyl
	 	By:
	 	/s/ Donna M. Ambrosino, M.D.
	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Arthur Przybyl
	 	 	 	Donna M. Ambrosino, M.D.	 	 
	 

	 	President and CEO
	 	 	 	Director	 	 






* CONFIDENTIAL TREATMENT REQUESTED — This language has been omitted and filed separately with the
Securities and Exchange Commission.




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